Superior
by CablesAndCrack
Summary: (Smut) The Superior Spider-Man sets out to prove he is superior to the original in every way, especially with the ladies...
1. Mary-Jane

**Author's Notes: In a way I guess this is a spiritual successor to both Man of Steel and Bat-Romance combining the lay-out of Bat-Romance with the premise of Man Of Steel for a new Spider-Man saga. This is based on Dan Slott's Superior Spider-Man saga where Doctor Octopus has taken over Peter's body and become Spider-Man but I refer to him as Peter for almost all of the story just to avoid creepiness factor.**

Mary-Jane Watson called out, the wind whipping at her hair as she soared through the sky. Her arms were wrapped around his shoulders as Spider-Man swung through the streets of New York. He was right; it had been ages since they'd done this. Maybe _this_ was what had been missing on the last few dates. Where they dates? Or was she just imagining that? Was it just her imagination that she and Peter were getting back together?

In truth, Peter had seemed different these last few weeks. More prepared, more calculated, more... mature... Perhaps they were ready for another shot at a relationship. She was disappointed when they reached her home. With his spider-strength, he eased open her window and she slipped inside. Crouching outside on the railing, he waited to be called in. MJ switched on the light in her apartment and beckoned him in with a grin.

Finally, a success, Peter thought. He was more than just the Amazing Spider-Man now. With Dr Octopus' mind, he was the Superior Spider-Man, and that meant he was going to be superior in _every_ way. Particularly with the ladies...

"Would you like to stay for coffee, Peter?" she asked, almost nervously. Peter grinned; he knew what coffee was code for. "I'd love to..." he said, a soft, alluring tone to his voice. "I should get out of this costume though," he whispered in her ear. She nodded and pointed to the bathroom although he knew where it was. He was gone by the time she looked back, his mask on the arm of the couch.

MJ picked up the mask and examined it closely. It held so many memories for her, so many passion-filled memories. She remembered his birthday just a few years ago, back when they'd been married. He'd had a hard day at work, and had simply been laying there, watching the lightning when she'd come in, dressed only in tight red panties and a green, almost see-through robe. He'd said something about watching the lightning as a child, but she hadn't been paying much attention. She'd dropped the robe and asked him to show her, climbing into the bed with him.

She felt her arousal growing as she remembered that night. The problem then had been that, indicated by the flash of red lightning, he'd been called away. They'd never gotten to finish his birthday gift... She couldn't take it anymore, just thinking about it. Dressed in a tight black top and a pair of skinny jeans, like she had been when she'd first met him, she went to her bedroom. Peter had been so long in the bathroom now that she decided to surprise him. She pushed open the door.

"Face it tiger, you just hit the Jackpot..." Peter grinned as she entered to find him lying on her bed, only in his tight white boxers. A lustful look had come over his eyes. "Peter!" she cried out, "How did you...?" He raised a finger to stop her, "I know you MJ," he said, as his explanation, "Besides, I didn't bring any clothes to change into..." A naughty smile spread across her beautiful face. Like she'd said earlier: he was **more calculated.**

She climbed onto him, her arms wrapping around his shoulders and her head dropping to meet his in a kiss. Peter felt the bulge in his underwear grow. He rested his hands on her hips as they kissed before sliding them up her back, under her shirt and deftly unclipping her bra. MJ barely seemed to notice.

She moaned out softly as Peter flipped her onto her back, laying his body on top of hers gently. His hands roamed her chest beneath her black shirt before easing it up over her head and off her body. He did grope her boobs but only briefly, moving down her body quickly. As his hands passed over her abdomen and past her hips, she moaned again. She could feel him in every crook and curve of her body. He knew just how she liked to be touched.

Parker's old memories were coming in handy, as he held and treasured her body, breathing her in with every breath. Everything about her was familiar; the smell of her hair, the feel of her skin, and the sounds that escaped her, yet at the same time, every moan he brought her was a new conquest for a superior Spider-Man. He gripped the edge of her jeans and tried to yank them off in one swift movement but they caught on her hips and she laughed. He raised his eyebrows as if accepting the challenge.

His hands trickled round her waist and rubbed gently past the top of her thighs until he reached the zipper of her bottoms which he slowly dragged down. The jeans budged more easily now and he dropped them to her ankles. He looked her over, observing her almost naked form. Her skin was a little paler than most but from what he had observed, that was hardly an uncommon trait in natural redheads. His eyes fixed on the outbreak of tiny, almost unnoticeable freckles that dotted the ridge of her nose but left the rest of her body well alone. They dragged down past the adorable dimples in her cheeks, over her large and firm breasts, along the curvy hips of her waist and to her soft, lacey, blue panties. He smirked.

MJ went red in the face as his hands pinched the sides of her underwear. She had forgotten that the knickers she was wearing had a picture of the Spider-Man mask on the front. Her embarrassment faded as he didn't comment on them, he barely even seemed surprised. He was **more prepared. **The cute undies slid over her flesh and down to join the jeans trapped at her ankles. His fingers trailed back up her legs, stroking her thighs before reaching her vagina.

Peter treasured every face she made and every moan she emitted as he toyed with her pussy. His soft fingers rubbed her wet cunt. She got more uncontrolled as he got faster, wailing out and wriggling in his grasp as he pressed down on her clit. He roughly fingered her and sweat covered her writhing body. With his free hand, he took hers and guided it to his erection, still contained within his own underwear. "Do you want me?" he whispered, dropping her small nimble hand onto his cock. "Yes!" she gasped as his fingers slid inside her pussy. She rubbed his shaft through the barrier before gripping the hem and tearing them off. Peter smirked.

He released his controlling grip on her vagina and she breathed out heavily, her chest rising. Without a word, he placed his hands on her hips, and spun her around so she faced into the bed. She felt his penis pressing at her ass. Usually Peter had been talkative when they made love in the past but this time had hardly spoken a word. He was also a lot more confident, more controlling. She liked the new Spider-Man.

He wasted no time, thrusting his cock into her ass and humping up and down. More wails and groans escaped her lips as he grinded into her. His hands slithered around her and gripped her boobs again, pumping them up and down in time to the movements of his dick. He rolled his hips into her again and again while he groped her, screwing her harder and harder into her bed. She clutched onto the edges of the sheets as he fucked her. His lips kissed down her back, his tongue scraping against her skin.

Peter felt himself growing closer to cumming as he pounded her tight ass. He figured the old Peter hadn't used this entrance as much and was enjoying the novelty. Brushing her hair aside, his lips came down onto the back of her neck, nibbling gently as his eyes watched her dark red hair, splayed across the pillow, moving with each thrust. The usually sturdy bed was shaking beneath them as he screwed her and it occurred to him that the old Peter had always moderated his spider-strength in bed. He was taking her harder than she had ever been taken before, harder than anyone else _could_ screw her.

The bed felt like it could break beneath them and so with one last moan from Mary-Jane, Peter came. She closed her eyes as he ejaculated into her ass, his hands dropping her boobs and gripping her butt-cheeks, gently spreading them and sliding his dick out. His cum dripped onto her back as for a moment he just sat there, on top of her. Then he slid himself off and she sat up also, her hair a mess and dropping in front of her eyes. He kissed her cheek and she smiled.

"I'm sorry," he said. MJ's heart jumped. Why did he have to apologise for everything? It was like he had a condition. "But this isn't going to work," he continued and her heart dropped. "I can do the maths; you love me as Peter _and_ as Spider-Man. The problem is that you can't love me _because_ I'm Peter _and_ Spider-Man. Our relationship is the ultimate trap, and the only way I can keep you safe, the only way I can save you, is to let you go..." He stroked her cheek caringly, kissing her for the last time. She looked in to his eyes, not bothering to fault his argument; she couldn't even if she'd wanted to. "I know..." she muttered reluctantly and Peter smiled. As she'd said before:** More Mature. **

The Superior Spider-Man's mind was filled with endless possibilities now. Finally he could stop obsessing over Watson, he could move on with his life onto new conquests. The only question was... who next?

**Author's Notes: Peter and MJ have such a rich history I couldn't resist using some so obviously there's references to their first meeting back in Amazing Spider-Man issue 42 but also a scene from J Michael Straczynski's Happy Birthday arc from around issue 500. Lets' just hope Frank Miller doesn't write a sequel to this story eh? (Spider-Man Reign joke to kill your happiness because I am evil! :P)**


	2. Shadowcat

"Because none of you have ever wanted to punch Wolverine..." Spider-Man snapped at the X-Men. He'd defeated the giant spider mutant attacking New York but they still had to ask him why he'd done things the way he did. It was irritating. On the other hand, there was one advantage. He was glad he was wearing a mask, because then they couldn't tell he was checking out the feisty brunette of the team. Kitty Pryde

The yellow and black costume seemed to fit her quite tightly, but he thought it could probably be tighter. Oh well, he was just going to take it off of her anyway.

Kitty had always had a bit of a fangirl crush on Spider-Man, but the way he had punched Logan out, and the edgier side to his personality now emerging. There was something deeply arousing about that. Maybe it was just her imagination, but he seemed to be looking directly at her, the whole time.

"You should get back to the school guys," she told the team, "I can help Spidey clear up here." Logan didn't seem to like it, but he did as Kitty suggested, taking Hank and the others back to the school. Once they were gone, Spiderman stepped towards her. "You do know I don't deal with clean-up..." he said quietly to her. She blushed and nodded. "I..." she started but she couldn't find the words. He smirked beneath the mask and raised a finger to her lips. "I know," he told her.

He wrapped an arm around her waist and sprayed a web up into the air, catching on a nearby rooftop. They took off in the air, swinging across the sky. Within moments they were at an apartment, entering through a window. Kitty didn't know where the apartment was or who owned it, but she didn't care because once they were inside, he'd laid her down on the table, on her back.

The lights were off and she couldn't see clearly as he took off his mask. Then he climbed onto her and she could see him wink before their lips crashed together. His lips worked hers apart as his hand slid down her side then gripped her crotch through the costume, pressing in her vagina and rubbing roughly. She moaned into the kiss.

He licked her cheek as he pressed on her pussy. She couldn't stop the moans and groans as his tongue dragged around her face while his hand groped her vagina. He flipped her around so she was facing away. He kept pushing on her vagina while the other hand unzipped her costume, kissing down her back. He spun her back around and tugged off her costume fully, tossing it away. Kitty laughed softly as his hands ran down her chest.

Kitty rolled off his shirt, breathing heavily as her chest rose and fell. He pushed down her bra and kissed her boobs. His hands slid back down to her entrance. She moaned out as his fingers slid underneath her pink knickers and pressed into her. Pumping in and out of her vagina, he grinned, savouring her moans. He nibbled on the ends of her breasts causing her to gasp. "I need you..." she gasped as he fingered her. He shrugged and removed the rest of his costume. His dick pressed against her underwear. "How badly?" he asked tauntingly. "Real bad..." she admitted, turning red. He laughed and yanked off her knickers.

He bent her over the end of the table and lightly tickled her butt. She let out a short laugh and then he pressed his penis to her ass. His hands flew to her breasts, working them gently. "Ready?" he asked. She nodded and he started to thrust.

It didn't take him long to get up to speed, pounding into her. Short quick gasps filled Kitty's throat as he screwed her. He released her breasts to grip her hips so he could deliver maximum force. He fucked her so hard the table shattered beneath them and they fell to the floor.

He wasted no time grabbing her again and pulling her back to her where he spread her legs apart and slammed into her pussy. Kitty cried out in shock but quickly caught her breath again. "Wow..." she managed to say between harsh breaths as he fucked her intensely. Spidey could feel she was close so he picked up the pace, thrusting even harder. "Spider-Man!" she screamed out as he she started to orgasm.

He slowed to a stop, pulling out of her, still hard. She took a moment to catch her breath, grinning from ear to ear. He traced a finer down her stomach and over her navel then cupped her face and guided it to his penis. "if you would..." he asked and she nodded, opening her mouth and taking his cock in.

For the blowjob, she sucked down the shaft slowly, while her small fingers massaged his balls. He groaned as she kissed the end of his dick then brought it back into her mouth. His hands rested on the back of her head as it bobbed up and down. "You're amazing..." he told her with a smile as she pressed her thumbs to his testicles. "I prefer uncanny..." she whispered with a smirk as she released his balls and jerked off his shaft, her lips gently pressed against the head. Peter let out a deep sigh and ejaculated down her throat. She grinned.

She stood up and wrapped her arms around his shoulders, kissing him gently. "So do you have a bed, or do we need to find another table?" she asked cheekily as his hands started to roam her body again. "I have a lot of tables..." he told her then leaned down and whispered into her ear, "And web-rope..."

**Author's Notes: ****Don't know exactly what web-rope is, but he has it. In case you didn't work it out, this is set at Avenging Spider-Man 13. I took some inspiration for this from the ultimate universe, where Kitty and Peter were really cute together. Mostly though, I was just seeing Kitty as Emma Watson. Hope you enjoyed. Who else would you like to see? I'm considering Black Widow, Spider-Woman, Black Cat and Ms Marvel at the moment but I'm open to suggestions for who, when and how.**


	3. Black Cat

"So are you going to tie me up and leave me for the authorities then?" Black Cat purred on the open rooftop. "No, I'm going to deal with you myself," The Superior Spider-Man stated. Her hand pressed against his chest eagerly: "I like the sound of that..." she whispered. "I am still going to tie you up though," he added, catching her wrist in his hand. In a click she was handcuffed to the drain pipe.

"Stealing is wrong," he told her, "You've been a bad kitty..." He spanked her roughly and she moaned out. "Oh Spider..." He spanked her again even harder. After another spank, he eased down the zipper at the front of her costume. His hand slid inside and groped her boobs. It started as a gentle caress of her right breasts but very quickly got more forceful and rough. The spanking resumed swiftly as well.

"Anything you'd like to say in your defence?" he asked as he slapped her ass again and then gripped her ass-cheeks tightly. "Don't take off the mask," she moaned, "But everything else is fine..." He cocked his head to the side. "Noted."

Before she could react, the spanking had stopped and his costume was being removed. He dropped his underwear. The head of his penis pushed at her lips and she happily opened them to let it in. She'd never known her spider to get so rough but it was definitely an improvement. His hands came down on the back of her head and at first she sucked him off slowly. Then he pushed her down onto his shaft a little further. She picked up speed as well, her wet lips dragging along his hard cock teasingly. He shoved her down all the way.

Her eyes widened as his full manhood filed her throat and she felt her eyes start to roll into the back of her head. He kept her head planted firmly down on his dick without letting up. She tried her best to keep sucking but she was still recovering from the sudden push and hold. He didn't seem to mind. He yanked her head off by her raven white hair. She breathed desperately for air, her saliva covering his penis.

"That was rough Spider..." she glanced at him. "Did you like it?" he asked simply. She smirked: "Oh yes..." Then he spanked her again.

Black Cat found the hard slaps on her butt made the lecture he gave her on why stealing was wrong much more bearable, each spank sending a searing jolt of pleasure up her spine. She didn't even notice when he finished speaking. She did notice however when he grabbed her around the waist and pushed her down to the floor, her hands still cuffed, and shoved off her costume. His penis slid into her reddened ass easily. Spider-Man smiled beneath the mask, this evidently wasn't Peter's first time fucking her ass.

He screwed her butt forcefully without a moment's hesitation knowing she would love it. His chest pressed down against her back and his arms wrapped around her shoulders. He could feel her heart beating as he pushed in and pulled out of her again and again. Her shining white hair rubbed on his lips as he kissed the back of her neck, savouring her salty sweaty taste. His bare chest rubbed against her spine and she moaned out lustfully.

Felicia's heart was racing as he fucked her hard. Harder than any time she could remember. "What should I do with you?" he taunted as his waist slammed into her and his hips jerked against her butt. "I could leave you here for the cops..." he commented, "Or I could chain you up and keep you as a pet..." this second suggestion actually didn't sound too bad to Felicia. "Or..." he continued again, still pounding into her, "I could give you a chance to reform..." She wondered what he meant by that but was quickly distracted as she felt him tense up inside her. His cock exploded and his cum sprayed into her ass. She moaned out, almost screeching like her animalistic namesake. "Next time you need your Spider-Man fix..." he said standing up, barely seeming even the slightest bit tired, "You don't got stealing priceless artwork, you go here..." he handed a small piece of card with Mary-Jane Watson's address on.

"There are some fun new toys to play with there, mostly leather, and I'm sure you two girls can entertain each other until I arrive." Black Cat looked at him in disbelief, he had never tried to be this controlling before. "I'll see you soon I'm sure," he announced, now back into costume and undoing her handcuffs. It was hard to tell under his mask, but she was sure she saw him wink before he leaped off the rooftop and swung into the night. "Spectacular..." she muttered.


End file.
